2014-140 Health -NC Hospira to provide OCHD with specified products at a past through cost

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ammmwmmmmmmmmmmmmmm — Please return this copy to the Clerk to the Board's office for permanent agenda file. SPECIALTY INJECTABLE PHARMACEUTICALS REQUIREMENT: Date: 1/13/2013 Customer Number: Customer: ORANGE CO Territory No: City, State: HILLSBOROUGH, NC Commencement Date: Term: 24 Months End Date: 12/31/2015 A. Specific Conditions 1. Requirements Contract. Customer hereby commits to purchase from Hospira its total requirements of each of the individual products summarized and detailed by list number and price in the attached Exhibit A ("Products"). 2. Distribution Channel Charges or Fees. If wholesalers / distributors of Products impose any incremental charges or fees on Hospira for distributing Products to Customer, Hospira shall be entitled to pass through such distribution channel charges or fees to Customer in the form of an upcharge to the purchase price of Products. Any such charges or fees that are passed through to Customer hereunder shall not be limited to or apply in the calculation of any aggregate annual price adjustment or to the amount of credit issued under Hospira's Returned Goods policy. Any increase in Hospira Product price resulting from incremental wholesaler /distributor charge or fee shall not apply in the calculation of any administration and marketing fees or in the calculation of any rebates payable to Customer hereunder. 3. Raw Material and Other Costs. Customer agrees to accept any pass-through cost increases for Product if any raw material or other production cost increase results in a ten percent (10%) or greater overall cost increase for the Product. In such case, Hospira will provide thirty (30) days written notice to Customer of the new Product price. Allowable cost increases include, but are not limited to, an increase in Hospira's cost of raw material, energy, labor, etc. or an increase in the cost associated with Hospira's need to adjust or reallocate manufacturing lines or capacity to accommodate changes in market needs due to competitive product shortages or market exits.Any price increases hereunder shall not be limited by or apply in the calculation of: (i) any aggregate annual price adjustment; (ii) any administration and marketing fees; or (iii) any rebates payable to Customer hereunder. 4. Price Adiustments-SIP. Prices for the Products are firm for the term of this Contract. B. General Conditions 1. Terms and Conditions. Payment terms are Net 30 Days from date of invoice. Product is shipped F.O.B. Origin (freight prepaid). Except as otherwise set forth in this Contract, Hospira's standard Terms and Conditions set forth on the Hospira website (www.hospira.com) in effect at the time of invoicing shall apply to this Contract. 2. HOSPIRA DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,AND AGAINST INFRINGEMENT. IN NO EVENT SHALL HOSPIRA BE LIABLE UNDER ANY THEORY,WHETHER IN CONTRACT,TORT OR OTHERWISE, FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR FOR ANY LOST 1 SIP Req(06-07-12) ORANGE CO HLTH DEPT MVC 120913 Ver 02